The Association of Chartered Certified Accountants (ACCA) Hong Kong Network Constitution 1
Contents Clause 1 Name and Constitution 2 Duration 3 Definitions 4 Role 5 Location 6 Composition of the Committee 7 Election/Retirement/Re-Election to the Committee 8 Proceedings of the Committee 9 International Assembly 10 Membership 11 Annual General Meeting 12 Extraordinary General Meeting 13 Special General Meeting 14 Notices 15 Prohibition on the Committee 16 Role of the Chairman 17 Mode and Right of Voting 18 Actions by or against the Network 19 Disputes 20 Dissolution or Amalgamation of the Network 21 Indemnity 22 Alteration or Waiver of Constitution 2
The Association of Chartered Certified Accountants (ACCA) Hong Kong Network Constitution 1 Name and Constitution The organisation shall be called: The Association of Chartered Certified Accountants (ACCA) Hong Kong Network, and shall be organised in accordance with this Constitution. 2 Duration The duration shall be indefinite. 3 Definitions 3.1 In this Constitution unless the context otherwise requires: ACCA means The Association of Chartered Certified Accountants incorporated by Royal Charter granted on 25 November 1974 Annual General Meeting means the annual general meeting of the Network held in accordance with clause 11 Bye-laws means the bye-laws set out in the second schedule to ACCA s Royal Charter Chairman means a Committee Member duly appointed as Chairman in accordance with Clause 8.3(i) Chief Executive means the Chief Executive of ACCA duly appointed by Council Committee means the Committee of the Network duly elected in accordance with this Constitution Committee Member means a Member of the Committee Council means the Council of ACCA as from time to time constituted in accordance with the Bye-laws Extraordinary General Meeting means a meeting of the Network held in accordance with Clause 12 Head of Hong Kong means the Head of Hong Kong appointed by and reporting to the Chief Executive International Assembly means the International Assembly of ACCA as from time to time constituted in accordance with the decisions of Council Member means any person admitted to ACCA in accordance with or pursuant to the Bye-laws Network means all ACCA Members who have a recorded correspondence address with ACCA in Hong Kong Network Member means a Member of the Network Office Bearers means the Chairman and Vice Chairman of the Committee Preferred Nominee for Vice Chairman means a Committee Member duly appointed as the Preferred Nominee for Vice Chairman in accordance with Clause 8.3 (ii) Registered student means a student registered with ACCA and includes a registered affiliate of ACCA as defined by the Bye-laws special General Meeting means any general meeting duly held in accordance with Clause 13 students society means a students society as might be constituted by the Committee in accordance with Clause 8.10 Vice Chairman means a Committee Member duly appointed as Vice Chairman in accordance with Clause 8.3(i) 3.2 Any reference in this Constitution to a Clause shall, subject to any contrary indication, be construed as a reference to a clause hereof. 3.3 save where the contrary is indicated, any reference in this Constitution to words importing the masculine includes the feminine and vice versa. 3.4 Words importing the singular number only shall include the plural and vice versa. 3.5 Clause headings are for ease of reference only. 4 Role 4.1 The role of the Committee is to advise Council, the Chief Executive and the Head of Hong Kong on matters relating to: a strategic development; b current and future issues affecting Network Members; c raising ACCA s profile and enhancing its reputation in Hong Kong; d new ideas and topics which may be addressed through courses, publications and other services; and e technical issues and consultative documents. 3
4.2 The Committee may be affiliated to any other associations or form part of any federation of associations, provided that prior notice is given to the Head of Hong Kong and in so doing such affiliations are not, in the reasonable opinion of the Head of Hong Kong detrimental to the role of the Committee. 4.3 The role of the Head of Hong Kong and any other ACCA staff based in Hong Kong is to: a deliver ACCA s strategies and policies in Hong Kong; b manage the finances of, and reporting for, ACCA s operations in Hong Kong; c provide advice and secretarial support to the Committee; and d manage the day-to-day affairs and activities of the Network. 5 Location Meetings of the Network and the Committee shall take place at the offices of the Head of Hong Kong unless otherwise agreed by the Head of Hong Kong. 6 Composition of the Committee 6.1 The Committee shall be elected by the Network at the Annual General Meeting in accordance with this Constitution. 6.2 The number of elected Committee Members shall not be less than eight nor more than twelve. Any Network Member who has been elected to Council shall sit as an ex officio member of the Committee with full voting rights, unless he is elected to the Committee in the Annual General Meeting. 6.3 The Head of Hong Kong and/or ACCA staff designated by him shall attend meetings of the Committee in a nonvoting capacity. 7 Election/Retirement/Re-Election to the Committee 7.1 Two or more Network Members may nominate a Network Member for election to the Committee at the Annual General Meeting. Each nomination shall be in writing, shall specify the name of the candidate and shall be signed by each of those Network Members making the nomination. A consent, signed by the candidate, of his willingness to be elected a member of the Committee, must be appended to all nominations. 7.3 At each Annual General Meeting there shall retire from office (a) any Committee Member appointed pursuant to Clause 7.6 and (b) any Committee member who did not retire from office at the Annual General Meeting immediately preceding the present one, and (c) any Committee Member who has served for six consecutive years (excluding the period during which he has been appointed to fill up a vacancy pursuant to Clause 7.6). However, Clauses 7.3(b) and (c) shall not apply to the Office Bearers and the Committee s Preferred Nominee for Vice Chairman. The maximum consecutive period any Network Member may serve on the Committee (including any term/s as Office Bearer) is eight years. Any Committee Member who retires after having served as a Committee Member for six consecutive years shall be eligible for re-election after a minimum period of two years has lapsed since the cessation of his service on the Committee. 7.4 Any Committee Member who has served as a Committee Member for six consecutive years and is seeking re-election at the Annual General Meeting following the minimum two year period referred to in Clause 7.3 shall notify the Annual General Meeting of his previous tenure as a Committee Member prior to the election of the Committee. 7.5 Other than in exceptional circumstances, the Chairman and Vice Chairman shall serve a term of one year s duration. In exceptional circumstances, and with the prior approval of the Chief Executive, the Chairman s term of office may be extended for a further maximum period of one year. 7.6 The Committee will identify and appoint Network Members to fill up to three vacancies in any year. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a Committee Member on the day on which the Committee Member in whose place he is appointed was last elected a Committee Member. Any further vacancy arising in the course of the relevant year shall remain vacant until the next Annual General Meeting. If an Office Bearer vacates his office mid term the Committee will identify and appoint Network Members (or another Office Bearer) to fill the vacancy for the remainder of the term. 7.7 Any elected Committee Member may be removed from the Committee and replaced by a majority vote of Network Members given at an Extraordinary General Meeting. 7.2 All nominations made in accordance with Clause 7.1 shall be delivered to the Head of Hong Kong and/or ACCA staff designated by him at least 40 days before the Annual General Meeting and the Head of Hong Kong and/or ACCA staff designated by him shall notify Network Members of all nominations received at least 28 days before the Annual General Meeting. 4
8 Proceedings of the Committee 8.1 The Committee shall meet at least quarterly and may, subject to this Constitution, regulate its meetings as it sees fit. On the requisition of the Chairman or any two Committee Members, the Head of Hong Kong shall summon a meeting of the Committee. Notice of any meeting of the Committee shall be given in writing to all Committee Members at least seven days before the date fixed for the meeting. 8.2 A quorum at meetings of the Committee shall be five elected Committee Members or such greater number as the Committee may from time to time decide. 8.3 i Every year, the Committee shall appoint from its members a Chairman and a Vice Chairman, who shall each serve for a term of one year. It is the responsibility of the Office Bearers to attend meetings of the Committee. At all meetings of the Committee, the Vice Chairman shall take the chair when the Chairman is unable to do so. In the absence of both the Office Bearers, a Committee Member shall be elected from among those present to take charge for that meeting. ii Every year, the Committee shall also appoint from its members a Preferred Nominee for Vice Chairman for the following term. 8.4 Every question at a meeting of the Committee shall be determined by a show of hands. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote. 8.5 Minutes of every meeting of the Committee and records of attendance of Committee Members shall be recorded by the Head of Hong Kong or ACCA staff designated by him in a book kept for that purpose and shall be signed by the chairman of the meeting at which they are read. signed minutes of meetings shall, in the absence of proof of error, be considered an accurate record. 8.6 Copies of the notice, agenda and minutes of all Committee meetings shall be sent to the Chief Executive by the Head of Hong Kong. 8.7 If a Committee Member fails to attend three consecutive meetings of the Committee without prior leave of absence from the Chairman, that matter will be discussed at the next meeting of the Committee and that Committee Member shall be removed from the Committee if so determined by the Committee. 8.8 If an Office Bearer fails to attend three consecutive meetings of the Committee, the Office Bearer shall vacate his office and the Committee shall appoint a Committee Member in his place at the next meeting of the Committee. 8.9 No Committee Member shall receive any remuneration with respect to the respective duties undertaken by them in their capacity as Committee Members, except as shall have been previously approved in writing by the Chief Executive. 8.10 The Committee may delegate any of its functions to one or more sub-committees or students societies. The Committee may from time to time revoke all or any of the functions delegated to such sub-committee or students society and discharge such sub-committee or students society in whole or in part. 8.11 At the first meeting of the Committee after each Annual General Meeting, the Committee may invite the person who retired as Chairman at the most recent Annual General Meeting (the immediate past Chairman ) to attend meetings of the Committee where he or she is no longer entitled to as a result of Clause 7.3 of this Constitution. such an invitation shall be effective for the following Committee year only, and the immediate Past Chairman may only attend meetings in the capacity of an observer. 9 International Assembly 9.1 If Hong Kong has one International Assembly representative, the Chairman shall be the International Assembly representative for Hong Kong. 9.2 If Hong Kong has two International Assembly representatives, the Chairman and Vice Chairman shall be the International Assembly Representatives for Hong Kong. 9.3 If the relevant Office Bearer(s) is/are unable to attend any meeting of International Assembly, the Committee is permitted to send a substitute Committee Member for that meeting. 10 Membership Any person ceasing to be a Member, shall cease, at the same time, to be a Network Member and a Committee Member and shall have no claim whatsoever against the Network or the Committee including, without limitation, any claim to a refund of any contribution made by him to the Network or the Committee in any way. 11 Annual General Meeting 11.1 The Annual General Meeting of the Network shall be held not later than 30 September of each year. 11.2 The business of the Annual General Meeting shall be to: a receive a report for the previous year ended 31 March, b elect Members to the Committee for the ensuing year, and c transact any other necessary business. 5
11.3 Fifteen Network Members present in person and entitled to vote shall constitute a quorum for any Annual General Meeting. In case there is no quorum, the Annual General Meeting shall be postponed for two weeks and at that subsequent meeting whatever be the number of Network members present the business to be transacted at the Annual General Meeting shall be proceeded with. 15 Prohibition on the Committee The Committee is expressly prohibited from entering into contracts or leases or licenses or any other documents affecting ACCA or the Network or the Committee or obtaining local registration for the Network or imposing any liabilities whatsoever upon ACCA or the Network or the Committee unless expressly authorised by the Chief Executive. 12 Extraordinary General Meeting Extraordinary General Meetings shall be held at such times as the Committee may decide. Fifteen Network Members present in person shall form a quorum for such meetings. In case there is no quorum, the Extraordinary General Meeting shall be postponed for two weeks and at that subsequent meeting whatever be the number of Network Members present the business to be transacted at the Extraordinary General Meeting shall be proceeded with. 13 Special General Meeting Upon a written requisition signed by 5% of Network Members stating fully in writing the object for which it is called, the Head of Hong Kong shall convene a special General Meeting. Every such meeting shall be held within forty five days from the date of the receipt by the Head of Hong Kong of such request or requisition. Thirty Network Members present in person shall form a quorum for such meetings. In case there is no quorum present for such meeting, the special General Meeting shall be absolutely dissolved. 14 Notices 14.1 At least twenty-one days prior written notice of all Extraordinary General Meetings and special General Meetings shall be given to each Network Member. At least twenty eight days prior written notice of each Annual General Meeting shall be given to each Network Member. Such notice shall state the business to be brought before any such meeting. However, the nonreceipt of any notice by a Network Member shall not invalidate the proceedings of any such meeting. No business other than that stated in the notice of such meeting shall be considered at the Annual General Meeting, the Extraordinary General Meeting or the special General Meeting. However, any Network Member may bring forward a resolution at an Annual General Meeting provided that he has given notice to the Head of Hong Kong not less than thirty five days before the Annual General Meeting. 14.2 The Head of Hong Kong may determine that a document, notice, nomination, ballot paper or other item referred to in this Constitution may be in electronic form and delivered by electronic means. In this event, the procedures outlined in this Constitution may be amended to reflect the use of electronic forms and delivery methods, where appropriate. 16 Role of the Chairman 16.1 The Chairman shall preside over all general meetings of the Network. In the Chairman s absence, a general meeting of the Network shall be presided over by the Vice Chairman and the Vice Chairman shall deputise as appropriate in representational matters. In the absence of both Office Bearers from a general meeting, a Network Member chosen from among the Network Members present in person at the general meeting shall take the chair. 16.2 At the Annual General Meeting, the Chairman shall submit a report on the working of the Network for the previous year ending 31 March. 17 Mode and Right of Voting 17.1 Except as otherwise stated in this Constitution, voting at any general meeting shall be by show of hands and the number of ballot papers received by post or otherwise. Voting for the election of Committee Members shall only be by the number of ballot papers received by post or otherwise. Ballots may be in electronic form and delivered by electronic means where applicable. 17.2 All ballot papers shall be sent to Network Members twenty-eight days before any general meeting. Voting by post or electronic means where applicable shall be allowed and the completed ballot papers shall be received by the Head of Hong Kong at least seven days before the general meeting is held. 17.3 The following procedure shall apply to the election of Network Members to the Committee at the Annual General Meeting by post: a all candidates shall be invited in writing to observe the count. Candidates unable to attend the count may delegate one representative, provided the Head of Hong Kong is notified of this, and the name of the representative, in writing prior to the count. b the candidate or representative may observe the count but may not have access to the ballot papers. c to be included in the count, all ballot papers are required to bear the member s name or membership number and signature. d a ballot paper will be declared void if it bears votes more than the number of vacancies for election in that given year. The minimum number of votes is one. 6
e the declaration of the election by the Returning Officer is final (save for any manifest error). 17.4 The procedures outlined in Clauses 17.2 and 17.3 may be subject to change where appropriate to enable voting by electronic means, as determined by the Head of Hong Kong. 17.5 In the event of an equality of votes cast and a tie for the final seat on the Committee, a run-off election between the tied candidates will be held, and the following procedure shall apply in the case of such run-off election: a the Committee elected at the Annual General Meeting shall be considered duly elected. However, the previous Chairman shall serve as interim Chairman until the final seat on the Committee is filled, presiding over meetings and fulfilling all other duties as Chairman. b all Network Members shall be notified by the Head of Hong Kong at least twenty-one days in advance that a run-off election will be held. Ballot papers for the run-off election shall accompany such notification and voting shall be by ballot only. c the rules for counting as set out in Clause 17.3 above shall apply, save that with reference to Clause 17.3(d), each Network Member may cast only one vote, for the run-off candidate of their choice. d the result of the election shall be received by a special meeting of the Committee, presided over by the interim Chairman. After the announcement of the run-off election result by the Returning Officer, the successful candidate shall join the Committee. The interim Chairman shall step down and the Committee shall elect its Officers. e All Network Members will then be informed in writing of the result of the run-off election and the names of the new Officers. 18 Actions by or Against the Network 18.1 subject to the proviso set out below the Network shall act, sue and shall do all other acts under its name and through the Head of Hong Kong that it is legally able to do, provided that the Network shall not act, sue or otherwise commence proceedings in any way unless the Head of Hong Kong has received the prior written approval of the Chief Executive to such proceedings being commenced. If such proceedings are commenced, each and every step of the proceedings must be authorised by the Head of Hong Kong and the Chief Executive and the proceedings may not be settled unless the Head of Hong Kong has received the prior written approval of the Chief Executive to the particular terms of settlement. 18.2 The Committee and/or the Network shall advise the Head of Hong Kong immediately if it receives notification of the commencement of any action against the Network and the Head of Hong Kong shall advise the Chief Executive promptly upon receiving notification of the commencement of any action against the Network. 19 Disputes Any dispute between the Network and any of the Network Members or any person s claim by or through a Network Member shall be settled in the first instance by a special General Meeting of the Network Members, with final authority resting with Council. 20 Dissolution or Amalgamation of the Network 20.1 The Network derives its existence and authority from Council in accordance with Bye-law 31, which states: The Council may form local branches and committees or appoint local representatives in any part of the world and may dissolve such branches or local committees or remove such local representatives. The Council may from time to time make and vary rules for the government and control of local branches and committees. 20.2 For the avoidance of doubt but without limiting in any way the discretion afforded to it by Bye-law 31, Council reserves the right to dissolve the Network for any of the following reasons: a non-compliance with this Constitution b if the membership of the Network is such as, in the opinion of Council, warrants dissolution; and c if for any other reason the Council deems it desirable in the interest of ACCA. 20.3 In the event of dissolution of the Network, if the Network or the Committee holds any property in breach of this Constitution, all such property shall be dealt with as the Chief Executive directs. 21 Indemnity Pursuant to Bye-law 42, every Committee Member shall be indemnified by ACCA from all liability, expenses or costs which by virtue of any rule of law would otherwise attach to him in relation to ACCA unless such liability arises from his own wilful act or default. 22 Alteration or Waiver of Constitution No proposal for the alteration or modification of this Constitution or for any addition thereto or waiver thereof shall be effective unless: a such proposal has been duly approved by a majority of Network Members present and voting in general meeting; and b such a proposal has been approved by Council. 7
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